EX-99 2 yndx-20230930xex99.htm EX-99

F-1


YANDEX N.V.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions of Russian rubles (“RUB”) and U.S. dollars (“$”), except share and per share data)

d

As of

    

Notes

    

December 31,
2022*

    

September 30,
2023

    

September 30,
2023

RUB

RUB

$

ASSETS

Cash and cash equivalents

4

83,131

85,411

876.8

Accounts receivable, less allowance for doubtful accounts of RUB 4,169 and RUB 6,147, respectively

    

4

58,014

69,345

711.9

Sales financing receivable

5,738

8,778

90.1

Prepaid expenses

16,968

25,588

262.6

Inventory

28,220

22,745

233.5

Funds receivable

8,290

10,839

111.3

VAT reclaimable

22,602

24,930

255.9

Other current assets

4

16,971

19,070

195.7

Total current assets

239,934

266,706

2,737.8

Property and equipment

6

127,706

164,744

1,691.2

Operating lease right-of-use assets

7

28,646

35,265

362.0

Intangible assets

8

31,766

35,493

364.3

Content assets

10

16,844

21,969

225.5

Goodwill

8

143,778

142,840

1,466.3

Equity method investments

2,118

1,160

11.9

Investments in non-marketable equity securities

6,746

9,033

92.7

Deferred tax assets

3,904

7,470

76.7

Other non-current assets

4

15,277

27,387

281.2

Total non-current assets

376,785

445,361

4,571.8

TOTAL ASSETS

616,719

712,067

7,309.6

LIABILITIES AND SHAREHOLDERS’ EQUITY

Accounts payable, accrued and other liabilities

4

122,816

162,573

1,668.8

Debt, current portion

12

21,306

82,654

848.5

Income and non-income taxes payable

4

28,137

33,311

342.0

Deferred revenue

15,585

20,070

206.0

Total current liabilities

187,844

298,608

3,065.3

Debt, non-current portion

12

29,885

26,703

274.1

Deferred tax liabilities

5,473

8,501

87.3

Operating lease liabilities

7

17,609

24,576

252.3

Finance lease liabilities

7

21,185

26,184

268.8

Other accrued liabilities

16,545

25,507

261.8

Total non-current liabilities

90,697

111,471

1,144.3

Total liabilities

278,541

410,079

4,209.6

Commitments and contingencies

10,11

Shareholders’ equity:

Priority share: €1 par value; 1 share authorized, issued and outstanding

Ordinary shares: par value (Class A €0.01, Class B €0.10 and Class C €0.09); shares authorized (Class A: 500,000,000, Class B: 37,138,658 and Class C: 37,748,658); shares issued (Class A: 326,342,270, Class B: 35,698,674 and Class C: 10,000 and nil, respectively); shares outstanding (Class A: 325,783,607, Class B: 35,698,674, and Class C: nil)

    

282

282

2.9

Treasury shares at cost (Class A: 558,663)

(1,393)

(1,393)

(14.3)

Additional paid-in capital

119,464

84,997

872.5

Accumulated other comprehensive income

24,258

18,199

186.9

Retained earnings

173,697

199,887

2,051.9

Total equity attributable to Yandex N.V.

316,308

301,972

3,099.9

Noncontrolling interests

21,870

16

0.1

Total shareholders’ equity

338,178

301,988

3,100.0

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

616,719

    

712,067

    

7,309.6

* Derived from audited consolidated financial statements

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

F-2


YANDEX N.V.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions of Russian rubles and U.S. dollars, except share and per share data)

Three months ended September 30,

Nine months ended September 30,

Notes

2022

2023

2023

2022

2023

2023

    

    

RUB

    

RUB

$

RUB

    

RUB

    

$

Revenues

4

133,163

204,769

2,102.0

356,921

550,539

5,651.5

Operating costs and expenses:

Cost of revenues(1)

55,654

88,205

905.5

155,386

244,864

2,513.6

Product development(1)

17,058

26,237

269.3

53,045

72,452

743.7

Sales, general and administrative(1)

42,186

67,003

687.8

118,733

177,676

1,823.9

Depreciation and amortization

7,468

11,240

115.4

22,648

28,863

296.3

Goodwill impairment

8

1,136

11.7

Total operating costs and expenses

122,366

192,685

1,978.0

349,812

524,991

5,389.2

Income from operations

10,797

12,084

124.0

7,109

25,548

262.3

Interest income

1,127

1,289

13.2

3,526

3,612

37.1

Interest expense

(779)

(3,781)

(38.8)

(2,508)

(6,927)

(71.1)

Gain on restructuring of convertible debt

9,305

Effect of the News and Zen deconsolidation

38,051

38,051

Loss from equity method investments

(890)

(1,416)

(14.5)

(1,341)

(1,657)

(17.0)

Other income/(loss), net

4

4,053

7,209

74.0

(514)

22,086

226.6

Net income before income taxes

52,359

15,385

157.9

53,628

42,662

437.9

Income tax expense

 

9

6,818

7,704

79.1

13,068

14,565

149.5

Net income

45,541

7,681

78.8

40,560

28,097

288.4

Net income attributable to noncontrolling interests

(2,373)

(6,049)

(1,905)

(19.5)

Net income attributable to Yandex N.V.

43,168

7,681

78.8

34,511

26,192

268.9

Net income per Class A and Class B share:

Basic

 

2

116.38

20.71

0.21

94.02

70.63

0.73

Diluted

 

2

116.23

20.63

0.21

69.62

70.40

0.72

Weighted average number of Class A
and Class B shares used in per share computation

Basic

 

2

370,925,704

370,834,420

370,834,420

367,071,728

370,837,699

370,837,699

Diluted

 

2

371,390,423

372,293,060

372,293,060

375,794,547

372,028,664

372,028,664


(1)These balances exclude depreciation and amortization expenses, which are presented separately, and include share-based compensation expenses of:

Cost of revenues

    

169

 

172

1.8

449

 

513

5.3

Product development

 

3,771

 

3,370

34.6

11,237

 

9,839

101.0

Sales, general and administrative

 

2,523

 

2,350

24.1

7,537

 

6,839

70.2

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

F-3


YANDEX N.V.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)

(In millions of Russian rubles and U.S. dollars)

Three months ended September 30,

Nine months ended September 30,

    

2022

2023

2023

2022

2023

2023

RUB

RUB

$

RUB

RUB

$

Net income

45,541

7,681

78.8

40,560

28,097

288.4

Foreign currency translation adjustment:

Foreign currency translation, net of tax of nil

(656)

(4,351)

(44.7)

6,197

(7,745)

(79.5)

Total other comprehensive income/(loss)

(656)

(4,351)

(44.7)

6,197

(7,745)

(79.5)

Total comprehensive income

44,885

3,330

34.1

46,757

20,352

208.9

Total comprehensive income attributable to noncontrolling interests

(2,442)

(5,860)

(1,865)

(19.1)

Total comprehensive income attributable to Yandex N.V.

42,443

3,330

34.1

40,897

18,487

189.8

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

F-4


YANDEX N.V.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions of Russian rubles and U.S. dollars)

Nine months ended September 30,

    

Notes

2022

2023

2023

RUB

RUB

$

CASH FLOWS PROVIDED BY OPERATING ACTIVITIES:

Net income

40,560

28,097

288.4

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation of property and equipment

6

17,279

20,995

215.5

Amortization of intangible assets

8

5,369

7,868

80.8

Amortization of content assets

10

6,677

6,347

65.2

Operating lease right-of-use assets reduction and the lease liability accretion

7

11,087

10,408

106.8

Amortization of debt discount and issuance costs

585

Share-based compensation expense (excluding cash settled awards of RUB 14,953 and RUB 10,718, respectively)

4,270

6,472

66.4

Deferred income tax expense/(benefit)

1,399

(52)

(0.5)

Foreign exchange gains

4

(11)

(22,378)

(229.7)

Loss from equity method investments

1,341

1,657

17.0

Effect of the News and Zen deconsolidation

(38,051)

Gain on restructuring of convertible debt

(9,305)

Impairment of long-lived assets

3,644

1,199

12.3

Provision for expected credit losses

1,769

3,488

35.8

Other

801

3,469

35.6

Changes in operating assets and liabilities excluding the effect of acquisitions:

Accounts receivable

(4,296)

(11,778)

(120.9)

Prepaid expenses

(5,129)

(6,007)

(61.7)

Inventory

(7,526)

2,453

25.2

Accounts payable, accrued and other liabilities and taxes payable

4

22,870

18,287

187.7

Deferred revenue

1,654

3,941

40.5

Other assets

568

1,776

18.2

VAT reclaimable

(1,983)

(1,459)

(15.0)

Funds receivable

1,658

(2,033)

(20.9)

Sales financing receivable

(1,785)

(4,068)

(41.8)

Content assets

10

(8,718)

(11,270)

(115.7)

Content liabilities

(1,440)

1,018

10.5

Net cash provided by operating activities

43,287

58,430

599.7

CASH FLOWS USED IN INVESTING ACTIVITIES:

Purchases of property and equipment and intangible assets

 

(30,296)

(52,031)

(534.1)

Purchase of assets to be leased

(12,806)

(131.5)

Acquisitions of businesses, net of cash acquired

(820)

Net cash acquired as a result of the News and Zen deconsolidation and the acquisition of Delivery Club

1,795

Proceeds from sale of marketable equity securities

5,859

Investments in term deposits

(3,235)

(6)

(0.1)

Maturities of term deposits

25,769

160

1.7

Loans granted

(169)

(3,300)

(33.8)

Proceeds from repayments of loans

(1,621)

(16.6)

Bank deposits and loans to customers

480

1,641

16.8

Other investing activities

(371)

874

9.0

Net cash used in investing activities

(988)

(67,089)

(688.6)

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

F-5


YANDEX N.V.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(In millions of Russian rubles and U.S. dollars)

Nine months ended September 30,

    

Notes

2022

2023

2023

RUB

RUB

$

CASH FLOWS PROVIDED BY/(USED IN) FINANCING ACTIVITIES:

Proceeds from issuance of debt

12

50,228

161,468

1,657.5

Repayment of debt

12

(49,364)

(103,581)

(1,063.3)

Repayments of overdraft borrowings

(2,940)

Purchase of non-redeemable noncontrolling interests

3

(57,337)

(588.6)

Payment of contingent consideration and holdback amount

(195)

(77)

(0.8)

Payment for finance leases

(1,154)

(2,327)

(23.9)

Bank deposits and liabilities

8,255

84.7

Other financing activities

(1,390)

(5,674)

(58.1)

Net cash provided by/(used in) financing activities

(4,815)

727

7.5

Effect of exchange rate changes on cash and cash equivalents, and restricted cash and cash equivalents

(15,866)

10,163

104.3

Net change in cash and cash equivalents, and restricted cash and cash equivalents

21,618

2,231

22.9

Cash and cash equivalents, and restricted cash and cash equivalents, beginning of period

79,398

84,440

866.8

Cash and cash equivalents, and restricted cash and cash equivalents, end of period

101,016

86,671

889.7

RECONCILIATION OF CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH AND CASH EQUIVALENTS:

Cash and cash equivalents, beginning of period

79,274

83,131

853.4

Restricted cash and cash equivalents, beginning of period

124

1,309

13.4

Cash and cash equivalents, and restricted cash and cash equivalents, beginning of period

79,398

84,440

866.8

Cash and cash equivalents, end of period

99,866

85,411

876.8

Restricted cash and cash equivalents, end of period

1,150

1,260

12.9

Cash and cash equivalents, and restricted cash and cash equivalents, end of period

101,016

86,671

889.7

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

 

Cash paid for income taxes

6,989

12,546

 

128.8

Cash paid for acquisitions

1,031

 

Convertible notes coupon paid

439

Interest paid for finance leases

936

1,913

19.6

Interest paid on loans

463

4,748

48.7

Operating cash flows from operating leases

9,889

10,764

110.5

Non-cash operating activities:

Increase of right-of-use assets due to new operating lease and lease modification

4,627

16,557

170.0

Non-cash investing activities:

Acquired property and equipment and intangible assets not yet paid for

2,847

9,208

94.5

Non-cash financing activities:

Increase of right-of-use assets due to new finance lease and lease modification

5,199

8,758

89.9

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

F-6


YANDEX N.V.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(In millions of Russian rubles and U.S. dollars, except share and per share data)

Three months ended September 30, 2022

Priority Share

Ordinary Shares

Accumulated

Redeemable

Issued and

Issued and

Treasury

Additional

Other

Non-

 

non-

Outstanding

Outstanding

shares at

Paid-In

Comprehensive

Retained

controlling

 

controlling

Shares

Amount

Shares

Amount

cost

Capital

Income

Earnings

interests

Total

 

interests

    

    

RUB

    

    

RUB

RUB

RUB

RUB

RUB

RUB

    

RUB

    

RUB

Balance as of June 30, 2022

1

358,940,490

281

(1,393)

116,634

23,304

125,293

17,237

281,356

338

Share-based compensation expense

 

718

718

Restructuring of convertible debt

 

(596)

(596)

Issue of new shares

2,216,412

1

(1)

Foreign currency translation adjustment

(725)

69

(656)

Change in redemption value of redeemable noncontrolling interests

 

297

297

(297)

Net income

43,168

2,373

45,541

Other

1

1

Balance as of September 30, 2022

1

361,156,902

282

(1,393)

116,755

22,579

168,759

19,679

326,661

41

Three months ended September 30, 2023

Priority Share

Ordinary Shares

Accumulated

Issued and

Issued and

Treasury

Additional

Other

Non-

Outstanding

Outstanding

shares at

Paid-In

Comprehensive

Retained

controlling

Shares

Amount

Shares

Amount

cost

Capital

Income

Earnings

interests

Total

    

    

RUB

    

    

RUB

RUB

RUB

RUB

RUB

RUB

    

RUB

Balance as of June 30, 2023

 

1

    

    

361,482,281

    

282

(1,393)

81,505

22,550

192,206

16

 

295,166

Share-based compensation expense

3,492

3,492

Foreign currency translation adjustment

(4,351)

(4,351)

Net income

7,681

7,681

Balance as of September 30, 2023

1

361,482,281

282

(1,393)

84,997

18,199

199,887

16

301,988

Balance as of September 30, 2023, $

 

2.9

(14.3)

872.5

186.9

2,051.9

0.1

3,100.0

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements

F-7


YANDEX N.V.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(In millions of Russian rubles and U.S. dollars, except share and per share data)

Nine months ended September 30, 2022

Priority Share

Ordinary Shares

Accumulated

Redeemable

Issued and

Issued and

Treasury

Additional

Other

Non-

 

non-

Outstanding

Outstanding

shares at

Paid-In

Comprehensive

Retained

controlling

 

controlling

Shares

Amount

Shares

Amount

cost

Capital

Income

Earnings

interests

Total

 

interests

    

    

RUB

    

    

RUB

    

RUB

    

RUB

    

RUB

    

RUB

RUB

    

RUB

    

RUB

Balance as of December 31, 2021

    

1

358,703,352

281

(2,728)

112,942

16,193

131,488

13,880

272,056

869

Effect of adoption of ASU 2020-06

(8,573)

2,511

(6,062)

Adjusted balance as of January 1, 2022

1

358,703,352

281

(2,728)

104,369

16,193

133,999

13,880

265,994

869

Share-based compensation expense

 

4,345

4,345

Issue of new shares

2,216,412

1

(1)

Exercise of share options

237,138

Tax withholding related to exercise of share awards

(25)

(25)

Reissue of shares for options exercised

 

1,335

(1,335)

Restructuring of convertible debt

9,345

9,345

Repurchase of share options

(5)

(105)

(110)

(474)

Change in redemption value of redeemable noncontrolling interests

354

354

(354)

Foreign currency translation adjustment

6,386

(189)

6,197

Net income

34,511

6,049

40,560

Other

62

(61)

1

Balance as of September 30, 2022

 

1

361,156,902

282

(1,393)

116,755

22,579

168,759

19,679

326,661

41

Nine months ended September 30, 2023

Priority Share

Ordinary Shares

Accumulated

Issued and

Issued and

Treasury

Additional

Other

Non-

Outstanding

Outstanding

shares at

Paid-In

Comprehensive

Retained

controlling

Shares

Amount

Shares

Amount

cost

Capital

Income

Earnings

interests

Total

    

    

RUB

    

RUB

RUB

RUB

RUB

RUB

RUB

    

RUB

Balance as of December 31, 2022

1

361,482,281

282

(1,393)

119,464

24,258

173,697

21,870

 

338,178

Share-based compensation expense

6,472

6,472

Transaction with Uber

(35,459)

1,646

(23,524)

(57,337)

Foreign currency translation adjustment

(7,705)

(40)

(7,745)

Net income

26,192

1,905

28,097

Other

(5,480)

(2)

(195)

(5,677)

Balance as of September 30, 2023

1

361,482,281

282

(1,393)

84,997

18,199

199,887

16

301,988

Balance as of September 30, 2023, $

 

2.9

(14.3)

872.5

186.9

2,051.9

0.1

3,100.0

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

F-8


YANDEX N.V.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In millions of Russian rubles and U.S. dollars, except share and per share data)

1.DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business

Yandex N.V., the parent company (the “Company”), together with its consolidated subsidiaries (collectively “Yandex” or the “Group”), is a technology company that builds intelligent products and services powered by machine learning and other technologies. Yandex is one of Europe's largest internet businesses and the leading search and ride-hailing provider in Russia.

Yandex N.V. was incorporated under the laws of the Netherlands in June 2004 and is the holding company of a number of subsidiaries globally.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission regarding interim financial reporting. Accordingly, they do not include all of the information and notes required by U.S. GAAP for annual financial statements. As such, the information included in these unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2023 should be read in conjunction with the consolidated financial statements and the notes thereto included in the Annual Report on Form 20-F for the year ended December 31, 2022.

In the opinion of the Company, the accompanying unaudited condensed financial statements contain all adjustments, which are of a normal recurring nature, necessary for a fair statement of its financial position as of
September 30, 2023, and its results of operations, comprehensive income/(loss), cash flows and change in equity for the periods presented. The condensed consolidated balance sheet as of December 31, 2022, was derived from the consolidated financial statements included in the Annual Report on Form 20-F for the year ended December 31, 2022.

The results for the three and nine months ended September 30, 2023 are not necessarily indicative of the operating results expected for the year ending December 31, 2023 or any other future period. The potential risks and uncertainties that could cause actual results to differ from the operating results expected include, among others, geopolitical and macroeconomic developments affecting the Russian economy or the Group’s business, operations or governance; changes in the political, legal and/or regulatory environment; competitive pressures; changes in advertising patterns; changes in user preferences; technological developments; and the Group’s need to expend capital to accommodate the growth of the business in addition to other risks and uncertainties included under “Risk Factors” in the Group’s Annual Report on Form 20-F for the year ended December 31, 2022.

There have been no material changes in the Group’s significant accounting policies and estimates as compared to those described in the Group’s Annual Report on Form 20-F for the year ended December 31, 2022, except for an update of the accounting policy in relation to the net investment in the lease and liabilities under a reverse factoring program, as described below.

Investment in the finance lease consists of sales-type leases of cars and represents net unpaid rentals. The terms of the sales-type leases are from 2 to 5 years, with the possibility of early redemption and secured by the leased assets. The Group recognizes net investment in the lease and derecognizes the assets leased. Net investment in the lease is calculated as the aggregate of minimum lease payments net of reimbursable expenses, representing the amounts guaranteed by the lessee and any unguaranteed residual value (together - gross investment in the lease), discounted at the interest rate implicit in the lease. The interest rate implicit in the lease is the discount rate that, at the inception of the lease, causes the present value of the gross investment in the lease to be equal to the fair value of the leased assets. The difference between the gross investment in the lease and the net investment in the lease represents unearned finance income. Unearned finance income is recognized as finance lease income over the lease term in a manner that produces a constant rate of return on the net investment in the lease based on the implicit interest rate.

F-9


YANDEX N.V.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In millions of Russian rubles and U.S. dollars, except share and per share data)

The Group established a reverse factoring program with certain banks whereby a bank acts as the Group’s paying agent and pays the Group’s suppliers and marketplace sellers on the date the payables are due. There are no assets pledged or other forms of guarantees provided as a security under the program. Liabilities under the reverse factoring programs are recorded:

-in the accounts payable, accrued and other liabilities line in the unaudited condensed consolidated balance sheets (Note 4), if the program does not significantly extend payment terms beyond the normal terms agreed with other of the Group’s marketplace sellers that are not participating. The respective Group payments made under the program are reflected in cash flow from operating activities in the unaudited condensed consolidated statements of cash flows; and
-in the debt line in the unaudited condensed consolidated balance sheets (Note 12), if the program significantly extends payment terms beyond the normal terms agreed with other of the Group’s suppliers and marketplace sellers that are not participating. The respective Group payments made under the program are reflected in cash flow from financing activities in the unaudited condensed consolidated statements of cash flows.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and amounts of revenues and expenses for the reporting period. The Group bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities.

Convenience Translation

Translations of amounts from RUB into U.S. dollars for the convenience of the reader have been made at the exchange rate of RUB 97.4147 to $1.00, the exchange rate as of September 30, 2023 (except as otherwise stated). No representation is made that the RUB amounts could have been, or could be, converted into U.S. dollars at such rate. After the balance sheet date, the ruble has continued to experience a period of significant volatility.

Recently Adopted Accounting Pronouncements

In September 2022, the FASB issued ASU No. 2022-04, “Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations”, which requires entities that use supplier finance programs in connection with the purchase of goods and services to disclose key terms of the programs. The standard does not affect the recognition, measurement or financial statement presentation of supplier finance program obligations. The amendments in this ASU are effective for reporting periods beginning after December 15, 2022, except for the amendment on rollforward information, which is effective for periods beginning after December 15, 2023. The Group adopted the standard effective on January 1, 2023, without a significant impact on the unaudited condensed consolidated financial statements.

2.NET INCOME PER SHARE

Basic net income per Class A and Class B ordinary share for the three and nine months ended September 30, 2022 and 2023 is computed on the basis of the weighted average number of ordinary shares outstanding using the two class method. Basic net income per share is computed using the weighted average number of ordinary shares outstanding during the period and including vested restricted share units and shares that will be delivered as part of the restructuring of the Company’s convertible notes in June 2022. Diluted net income per ordinary share is computed using the dilutive effect of share-based awards calculated using the “treasury stock” method and the dilutive effect of convertible debt restructuring under the if-converted method.

The computation of the diluted net income per Class A share assumes the conversion of Class B shares, while the diluted net income per Class B share does not assume the conversion of those shares. The net income/(loss) per share amounts are the same for Class A and Class B shares because the holders of each class are legally entitled to equal per share distributions whether through dividends or in liquidation. The number of share-based awards excluded from the diluted net income per ordinary share computation, because their effect was anti-dilutive for the three months ended September 30, 2022 and 2023, was 10,247,290 and 5,296,002, respectively and for the nine months ended September 30, 2022 and 2023, was 8,025,207 and 5,528,992, respectively.

F-10


YANDEX N.V.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In millions of Russian rubles and U.S. dollars, except share and per share data)

In June 2022, the Group completed the repurchase of 93.2% in aggregate principal amount of the Group’s 0.75% convertible notes due to March 3, 2025 (the “Notes”) and accounted for the modification of all the Notes. The Group has to date repurchased more than 99% in aggregate principal amount of the Notes originally issued. Prior to the modification, the convertible debt is included in the calculation of diluted net income per share under the if-converted method.

The components of basic and diluted net income per share were as follows:

Three Months ended September  30,

2022

2023

Class A

Class B

Class A

Class A

Class B

Class B

    

RUB

    

RUB

    

RUB

    

$

    

RUB

    

$

Net income, allocated for basic

39,013

4,155

6,942

71.3

739

7.5

Reallocation of net income as a result of conversion of Class B to Class A shares

4,155

739

7.5

Reallocation of net income to Class B shares

(6)

(3)

Net income, allocated for diluted

43,168

4,149

7,681

78.8

736

7.5

Weighted average ordinary shares used in per share
computation— basic

 

335,227,030

 

35,698,674

 

335,135,746

 

335,135,746

 

35,698,674

 

35,698,674

Effect of:

 

Conversion of Class B to Class A shares

35,698,674

35,698,674

35,698,674

Share-Based Awards

464,719

1,458,640

1,458,640

Weighted average ordinary shares used in per share
computation—diluted

 

371,390,423

 

35,698,674

 

372,293,060

 

372,293,060

 

35,698,674

 

35,698,674

Net income per share attributable to ordinary shareholders:

Basic

 

116.38

 

116.38

 

20.71

 

0.21

 

20.71

 

0.21

Diluted

 

116.23

 

116.23

 

20.63

 

0.21

 

20.63

 

0.21

Nine Months ended September  30,

2022

2023

Class A

Class B

Class A

Class A

Class B

Class B

    

RUB

    

RUB

    

RUB

    

$

    

RUB

    

$

Net income, allocated for basic

31,155

3,356

23,671

243.0

2,521

25.9

Reallocation of net income as a result of conversion of Class B to Class A shares

 

3,356

 

 

2,521

 

25.9

 

 

Reallocation of net income to Class B shares

(871)

(8)

(0.1)

Effect of convertible debt restructuring, net of tax

(8,348)

Dilution in Classifieds

(2)

Net income, allocated for diluted

 

26,161

 

2,485

 

26,192

 

268.9

 

2,513

 

25.8

Weighted average ordinary shares used in per share

331,373,054

35,698,674

335,139,025

335,139,025

35,698,674

35,698,674

computation — basic

 

 

 

 

 

 

Effect of:

Conversion of Class B to Class A shares

35,698,674

35,698,674

35,698,674

Incremental shares under the if-converted method

3,603,960

Share-Based Awards

5,118,860

1,190,965

1,190,965

Weighted average ordinary shares used in

 

375,794,547

 

35,698,674

 

372,028,664

 

372,028,664

 

35,698,674

 

35,698,674

per share computation — diluted

 

 

 

 

 

 

Net income per share attributable to ordinary shareholders:

Basic

 

94.02

 

94.02

 

70.63

 

0.73

 

70.63

 

0.73

Diluted

 

69.62

 

69.62

 

70.40

 

0.72

 

70.40

 

0.72

3.BUSINESS COMBINATIONS AND INVESTMENT TRANSACTIONS

Acquisition of Uber’s remaining interest in MLU B.V.

On April 21, 2023, the Company entered into an agreement (the “Agreement”) with Uber NL Holdings 1 B.V. (“Uber”), a subsidiary of Uber Technologies Inc., and on the same day acquired Uber’s entire remaining 29% interest in MLU B.V, a mobility joint venture, for consideration in cash of $702.5 (RUB 57,337 at the exchange rate as of the closing date). The Agreement superseded and was in lieu of the call option Uber granted to the Company under a Framework Agreement dated September 7, 2021. The call option was exercisable until September 7, 2023.

In order to account for the equity ownership changes contemplated by the transaction, the Group reduced the amount of the non-controlling interest and additional paid-in capital by RUB 23,524 and RUB 35,459, respectively, and increased the amount of the accumulated other comprehensive income by RUB 1,646. After the closing date, no earnings are allocated to the noncontrolling interest.

F-11


YANDEX N.V.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In millions of Russian rubles and U.S. dollars, except share and per share data)

4.UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS DETAILS

Cash and Cash Equivalents

Cash and cash equivalents as of December 31, 2022 and September 30, 2023 consisted of the following:

    

December 31,
2022

    

September 30,
2023

    

September 30,
2023

RUB

RUB

$

Cash

 

48,682

44,320

 

455.0

Cash equivalents:

Bank deposits

 

34,346

41,076

421.7

Other cash equivalents

103

15

0.1

Total cash and cash equivalents

 

83,131

85,411

876.8

Current expected credit losses for cash, cash equivalents, term deposits, funds receivable and other financial assets were immaterial for the three and nine months ended September 30, 2022 and 2023. All of the Group’s cash is held at financial institutions that management believes to be of high credit quality.

Allowance for current expected credit losses on trade receivables and net investment in the lease

Movements in the allowance for current expected credit losses on trade receivables for the three and nine months ended September 30, 2022 and 2023 were as follows:

Three months ended September 30,

Nine months ended September 30,

2022

2023

2023

2022

2023

2023

RUB

RUB

$

RUB

RUB

$

Balance at the beginning of period

3,319

5,279

54.2

2,716

4,169

42.8

Current period allowance for expected credit losses

308

957

9.8

1,327

2,085

21.4

Write-off

(98)

(262)

(2.7)

(347)

(441)

(4.5)

Foreign currency translation adjustment

27

173

1.8

(140)

334

3.4

Balance at the end of period

3,556

6,147

63.1

3,556

6,147

63.1

As of September 30, 2023, the Group has no net investment in the lease with past due status and, the period since origination of the leases is less than one year. The entire amount of net investment in the lease is subject to credit risk estimated on a portfolio basis of contracts with similar risk exposure. No significant expected credit loss was recognized as of September 30, 2023.

Other Current Assets

Other current assets as of December 31, 2022 and September 30, 2023 consisted of the following:

    

December 31,
2022

    

September 30,
2023

    

September 30,
2023

RUB

RUB

$

Other receivables

7,588

4,614

47.4

Loans granted

2,322

3,953

40.6

Net investment in the lease

455

3,500

35.9

Prepaid income tax

3,328

3,173

32.6

Contract assets

1,456

1,750

18.0

Investments in debt securities

 

305

511

5.2

Restricted cash

643

510

5.2

Prepaid other taxes

114

192

2.0

Interest receivable

77

85

0.9

Term deposits

154

Other

529

782

7.9

Total other current assets

 

16,971

 

19,070

195.7

F-12


YANDEX N.V.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In millions of Russian rubles and U.S. dollars, except share and per share data)

Other Non-current Assets

Other non-current assets as of December 31, 2022 and September 30, 2023 consisted of the following:

    

December 31,
2022

    

September 30,
2023

    

September 30,
2023

RUB

RUB

$

Net investment in the lease

979

9,692

99.5

Loans granted

6,523

8,347

85.7

Long-term prepaid expenses

3,998

3,917

40.3

Bank deposits and loans to customers

133

1,470

15.1

Contract assets

1,292

1,317

13.5

Indemnification assets

1,031

1,090

11.2

Restricted cash

666

750

7.7

VAT reclaimable

603

 

437

4.5

Other receivables

52

 

367

3.7

Total other non-current assets

 

15,277

 

27,387

    

281.2

Accounts Payable, Accrued and Other Liabilities

Accounts payable, accrued and other liabilities as of December 31, 2022 and September 30, 2023 comprised the following:

    

December 31,
2022

    

September 30,
2023

    

September 30,
2023

RUB

RUB

$

Trade accounts payable and accrued liabilities

 

72,635

 

88,320

 

906.7

Salary and other compensation expenses payable/accrued to employees

11,424

26,420

271.2

Liabilities under the reverse factoring program

 

20,702

 

19,218

 

197.3

Operating lease liabilities, current (Note 7)

10,963

10,617

109.0

Bank deposits and liabilities

578

8,819

90.5

Content liabilities

3,353

5,052

51.9

Finance lease liability, current (Note 7)

2,788

3,791

38.9

Accounts payable for acquisition of businesses

373

336

3.3

Total accounts payable, accrued and other liabilities

 

122,816

 

162,573

 

1,668.8

Other Income/(loss), net

Other income/(loss), net includes foreign exchange gains in the amount of RUB 4,242 and RUB 7,499 ($77.0) for the three months ended September 30, 2022 and 2023, respectively; and gains in the amount of RUB 11 and RUB 22,378 ($229.7) for the nine months ended September 30, 2022 and 2023, respectively.

Income and non-income taxes payable

Income and non-income taxes payable in the unaudited condensed consolidated balance sheets include income taxes payable in the amount of RUB 2,511 and RUB 4,569 ($46.9) as of December 31, 2022 and September 30, 2023, respectively.

Revenues

Revenues in the unaudited condensed consolidated statements of operations includes revenues related to sales of goods in the amount of RUB 20,178 and RUB 30,703 ($315.2) for the three months ended September 30, 2022 and 2023, respectively; and in the amount of RUB 57,979 and RUB 93,578 ($960.6) for the nine months ended September 30, 2022 and 2023, respectively.

5.FAIR VALUE MEASUREMENTS

The fair value of assets and liabilities as of December 31, 2022, and September 30, 2023, including those measured at fair value on a recurring basis and excluding those which fair value approximates carrying value, consisted of the following:

F-13


YANDEX N.V.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In millions of Russian rubles and U.S. dollars, except share and per share data)

As of December 31, 2022

As of September 30, 2023

    

Level 1

Level 2

Level 3

Total

Level 1

    

Level 2

    

Level 3

    

Total

    

Total

RUB

    

RUB

    

RUB

    

RUB

RUB

RUB

RUB

RUB

$

Assets:

Loans granted (Note 4)

 

9,067

9,067

12,205

12,205

125.3

 

9,067

9,067

12,205

12,205

125.3

Liabilities:

Loans (Note 12)

46,134

46,134

88,841

88,841

912.0

 

46,134

46,134

88,841

88,841

912.0

The carrying amount and the fair value of loans received and loans granted as of December 31, 2022, and September 30, 2023 were as follows:

As of December 31, 2022

As of September 30, 2023

Carrying 
amount

Fair 
value

Carrying 
amount

Fair 
value

RUB

RUB

RUB

    

$

    

RUB

    

$

Assets:

Loans granted (Note 4)

8,845

9,067

12,300

126.3

12,205

125.3

8,845

9,067

12,300

126.3

12,205

125.3

Liabilities:

Loans (Note 12)

50,669

46,134

90,735

931.4

88,841

912.0

50,669

46,134

90,735

931.4

88,841

912.0

There were no transfers of financial assets and liabilities between the levels of the fair value hierarchy for the nine months ended September 30, 2022, and 2023.

6.PROPERTY AND EQUIPMENT

Property and equipment, net of accumulated depreciation, as of December 31, 2022 and September 30, 2023 consisted of the following:

    

December 31,
2022

    

September 30,
2023

    

September 30,
2023

RUB

RUB

 $

Servers and network equipment

 

98,446

131,182

1,346.6

Finance lease right-of-use assets

 

26,674

34,333

352.4

Land, land rights and buildings

 

19,096

20,640

211.9

Infrastructure systems

 

19,120

24,450

251.0

Office furniture and equipment

 

11,923

14,693

150.8

Other equipment

 

10,063

15,508

159.2

Leasehold improvements

4,507

5,451

56.0

Assets not yet in use

 

42,170

50,269

516.1

Total

 

231,999

 

296,526

3,044.0

Less: accumulated depreciation

 

(104,293)

(131,782)

(1,352.8)

Total property and equipment

 

127,706

 

164,744

1,691.2

Assets not yet in use primarily represent building construction, server and network equipment, infrastructure systems, other equipment and assets under installation, including related prepayments, and comprise the cost of the assets and other direct costs applicable to purchase and installation. Leasehold improvements included in assets not yet in use amounted to RUB 364 and RUB 1,002 ($10.3) as of December 31, 2022 and September 30, 2023, respectively.

Depreciation expenses related to property and equipment amounted to RUB 5,634 and RUB 8,074 ($82.9) for the three months ended September 30, 2022 and 2023, respectively, and RUB 17,279 and RUB 20,995 ($215.5) for the nine months ended September 30, 2022 and 2023, respectively.

7.LEASES

Group as Lessee

The Group has operating leases for corporate offices, warehouses, sorting centers, cars and parking spots. The Group’s leases have remaining lease terms of 1 to 8 years, some of which include options to terminate the leases within

F-14


YANDEX N.V.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In millions of Russian rubles and U.S. dollars, except share and per share data)

1 year.

The Group has finance leases for warehouses and cars. The Group’s leases have remaining lease terms of 1 to 18 years, some of which include options to terminate the leases within 1 year.

The components of lease expense comprise of the operating lease cost, which is disclosed in the unaudited condensed consolidated statements of cash flows, and the following costs:

Three months ended September 30,

Nine months ended September 30,

    

2022

2023

2023

2022

2023

2023

RUB

RUB

 $

RUB

RUB

 $

Total variable lease cost

328

11

 

0.1

1,010

111

 

1.1

Finance lease cost:

 

 

Amortization of right-of-use assets

465

957

 

9.8

1,328

2,376

 

24.4

Interest on lease liabilities

393

699

 

7.2

1,061

1,930

 

19.8

Total finance lease cost

    

858

1,656

 

17.0

2,389

4,306

 

44.2

Variable lease costs are mainly related to car leases for carsharing business and represent mileage-based payments.

Supplemental balance sheet information related to leases:

December 31,
2022

September 30,
2023

September 30,
2023

RUB

RUB

 $

Operating leases

    

Operating lease right-of-use assets

28,646

35,265

362.0

Operating lease liabilities, current (Note 4)

10,963

10,617

109.0

Operating lease liabilities, non-current

17,609

24,576

252.3

Total operating lease liabilities

28,572

35,193

361.3

Finance lease liability, current (Note 4)

2,788

3,791

38.9

Finance lease liability, non-current

21,185

26,184

268.8

Total finance lease liabilities

    

23,973

29,975

307.7

Maturities of lease liabilities as of September 30, 2023 were as follows:

Operating leases

Finance leases

RUB

$

RUB

$

Remainder of 2023

2,996

30.8

1,564

16.1

2024

13,302

136.6

6,469

66.4

2025

10,292

105.7

8,600

88.3

2026

7,217

74.1

8,217

84.4

2027

3,644

    

37.4

5,515

    

56.6

Thereafter

4,508

46.3

10,773

110.5

Total lease payments

41,959

430.9

41,138

422.3

Less imputed interest

(6,766)

(69.6)

(11,163)

(114.6)

Total

35,193

361.3

29,975

307.7

F-15


YANDEX N.V.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In millions of Russian rubles and U.S. dollars, except share and per share data)

Information about weighted-average remaining lease term and weighted-average discount rate is presented below:

Weighted average remaining
lease term, years

Weighted average discount
rate, %

December 31, 2022

September 30,
2023

December 31, 2022

September 30,
2023

Operating leases

3.6

3.9

7.4%

9.2%

Finance leases

6.8

5.8

8.6%

9.4%

Sublease income is mainly represented by operating lease revenue.

As of September 30, 2023, the Group had additional operating and finance leases that have not yet commenced of RUB 2,793 ($28.7) and RUB 2,105 ($21.6), respectively. These operating and finance leases will commence in the remaining of 2023 and August 2024, respectively, with lease terms of 5 to 10 years.

Group as Lessor

The Group leases cars through the Yandex Drive free-floating car-sharing service and other related services. These leases meet the criteria of ASC 842 Leases for classification as operating leases. The Group recognized operating lease revenue of RUB 2,873 and RUB 3,043 ($31.2) for the three months ended September 30, 2022 and 2023, respectively, and RUB 8,253 and 7,586 RUB ($77.9) for the nine months ended September 30, 2022 and 2023, respectively, presented within the revenues line in the unaudited condensed consolidated statements of operations.

Investment in the finance lease consists of sales-type leases of cars and represents net unpaid rentals. The terms of the sales type leases are from 2 to 5 years, with the possibility of early redemption and secured by the leased assets.

The future minimum rental payments receivable for net investment in the lease were as follows:

    

September 30, 2023

RUB

$

Remainder of 2023

1,330

13.7

2024

5,264

54.0

2025

5,154

52.9

2026

3,542

36.4

2027

1,539

15.8

Thereafter

 

163

1.7

Total undiscounted rental payments

 

16,992

174.5

Less: Unearned interest

(3,800)

(39.1)

Net investment in the lease

 

13,192

135.4

8.GOODWILL AND INTANGIBLE ASSETS

The changes in the carrying amount of goodwill were as follows:

Search and Portal

E-commerce, Mobility and Delivery

Plus and Entertainment

Classifieds

Other Business Units and Initiatives

Total

    

Total

RUB

RUB

RUB

RUB

RUB

RUB

$

Balance as of December 31, 2021

Gross amount of goodwill

2,719

107,810

2,140

6,382

151

119,202

Accumulated impairment loss

(762)

(576)

(1,338)

2,719

107,048

1,564

6,382

151

117,864

Acquisitions

1,101

1,101

Foreign currency translation adjustment

(444)

(444)

Balance as of June 30, 2022

Gross amount of goodwill

2,719

108,467

2,140

6,382

151

119,859

Accumulated impairment loss

(762)

(576)

(1,338)

2,719

107,705

1,564

6,382

151

118,521

F-16


YANDEX N.V.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In millions of Russian rubles and U.S. dollars, except share and per share data)

Acquisitions

24,574

24,574

Foreign currency translation adjustment

30

30

Balance as of September 30, 2022

Gross amount of goodwill

2,719

133,071

2,140

6,382

151

144,463

Accumulated impairment loss

(762)

(576)

(1,338)

2,719

132,309

1,564

6,382

151

143,125

Acquisitions

464

464

Foreign currency translation adjustment

189

189

Balance as of December 31, 2022

Gross amount of goodwill

2,719

133,724

2,140

6,382

151

145,116

Accumulated impairment loss

(762)

(576)

(1,338)

2,719

132,962

1,564

6,382

151

143,778

Foreign currency translation adjustment

142

142

Impairment loss

(1,136)

(1,136)

Balance as of June 30, 2023

Gross amount of goodwill

2,719

133,866

2,140

6,382

151

145,258

1,491.1

Accumulated impairment loss

(1,898)

(576)

(2,474)

(25.4)

2,719

131,968

1,564

6,382

151

142,784

1,465.7

Measurement period adjustment

56

56

Balance as of September 30, 2023

Gross amount of goodwill

2,719

133,922

2,140

6,382

151

145,314

1,491.7

Accumulated impairment loss

(1,898)

(576)

(2,474)

(25.4)

2,719

132,024

1,564

6,382

151

142,840

1,466.3

Intangible assets, net of amortization, as of December 31, 2022 and September 30, 2023 consisted of the following:

    

As of December 31, 2022

As of September 30, 2023

Gross

Less:

Net

Gross

Less:

Net

Net

 

carrying

Accumulated

carrying

carrying

Accumulated

carrying

carrying

 

amount

amortization

value

amount

amortization

value

value

 

RUB

    

RUB

    

RUB

    

RUB

    

RUB

    

RUB

    

$

Acquisition-related intangible assets:

 

Trade names and domain names

 

13,430

(2,840)

10,590

11,308

(2,277)

9,031

92.7

Customer relationships

13,226

(3,834)

9,392

 

13,234

(4,915)

8,319

85.4

Content and software

 

8,387

(3,444)

4,943

 

8,148

(4,400)

3,748

38.5

Supplier relationships

 

215

(83)

132

 

215

(119)

96

1.0

Total acquisition-related intangible assets:

35,258

(10,201)

25,057

 

32,905

(11,711)

21,194

217.6

Other intangible assets:

Technologies and licenses

10,765

(5,799)

4,966

22,482

(9,143)

13,339

136.9

Assets not yet in use

1,743

1,743

960

960

9.8

Total other intangible assets:

12,508

(5,799)

6,709

23,442

(9,143)

14,299

146.7

Total intangible assets

47,766

(16,000)

31,766

 

56,347

(20,854)

35,493

364.3

F-17


YANDEX N.V.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In millions of Russian rubles and U.S. dollars, except share and per share data)

The following table represents the amortization expense of intangible assets for the three and nine months ended September 30, 2022 and 2023:

Three months ended September 30,

Nine months ended September 30,

    

2022

2023

2023

2022

2023

2023

RUB

RUB

$

RUB

RUB

$

Acquisition-related intangible assets

888

1,013

10.4

2,595

3,848

39.5

Other intangible assets

 

950

2,154

22.1

2,774

4,020

 

41.3

Total amortization expense of intangible assets

 

1,838

3,167

32.5

5,369

7,868

 

80.8

Expected amortization expense of intangible assets held as of September 30, 2023 was as follows:

Acquired

Purchased

intangible

technologies

Total

assets

and licenses

RUB

RUB

RUB

$

Remainder of 2023

875

1,668

2,543

26.1

2024

3,952

4,823

8,775

90.1

2025

3,497

3,343

6,840

70.2

2026

2,785

2,842

5,627

57.8

2027

2,019

630

2,649

27.2

Thereafter

8,066

33

8,099

83.1

Total

21,194

13,339

34,533

354.5

9.INCOME TAX

Income taxes are computed in accordance with Russian Federation, Dutch and other national tax laws.

Yandex N.V. is incorporated in the Netherlands, and its taxable profits are subject to income tax at the rate of 25.8% for the nine months ended September 30, 2022 and 2023.

The Group’s tax provision for income taxes for interim periods is determined based on the tax rate effective during that period. The amount of expected income tax expense that would result from applying the Dutch statutory income tax rate to income before income taxes reconciled to the reported amount of income tax expense for the three and nine months ended September 30, 2022 and 2023 was as follows:

Three months ended September 30,

Nine months ended September 30,

2022

2023

2023

2022

2023

2023

RUB

RUB

$

RUB

RUB

$

Expected expense at Dutch statutory income tax rate of 25.8%

13,509

3,969

40.7

13,836

11,007

113.0

Effect of:

Non-taxable effect of the News and Zen deconsolidation

(9,817)

(9,817)

Non-deductible share-based compensation

1,667

1,520

15.6

4,959

4,435

45.5

Accrual of unrecognized tax benefit

861

774

7.9

931

1,865

19.1

Other expenses/(income) not deductible/(taxable) for tax purposes

2,272

1,642

16.9

2,895

4,484

46.0

Change in valuation allowances

(1,350)

4,343

44.6

540

7,855

80.6

Tax on inter-company dividends

483

924

9.5

1,506

2,564

26.3

Difference in foreign tax rates

(1,813)

(8,662)

(88.9)

(3,513)

(20,864)

(214.2)

Other

 

1,006

3,194

32.8

1,731

3,219

33.2

Income tax expense

 

6,818

 

7,704

79.1

13,068

 

14,565

149.5

F-18


YANDEX N.V.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In millions of Russian rubles and U.S. dollars, except share and per share data)

Movements in the valuation allowance for the three and nine months ended September 30, 2022 and 2023 were as follows:

Three months ended September 30,

Nine months ended September 30,

2022

2023

2023

2022

2023

2023

RUB

RUB

$

RUB

RUB

$

Balance at the beginning of the period

(13,392)

(20,307)

(208.5)

(12,482)

(14,778)

(151.7)

Charged to expenses

1,350

(4,343)

(44.6)

(540)

(7,855)

(80.6)

Foreign currency translation adjustment

(468)

(873)

(9.0)

1,462

(2,305)

(23.7)

Effect of adoption of ASU 2020-06

(1,330)

Other

(905)

450

4.6

(525)

(135)

(1.4)

Balance at the end of the period

 

(13,415)

 

(25,073)

(257.5)

(13,415)

 

(25,073)

(257.4)

As of December 31, 2022 and September 30, 2023, the Group included accrued interest and penalties related to unrecognized tax benefits totalling RUB 807 and RUB 1,796 ($18.4), respectively as a component of other accrued liabilities in the unaudited condensed consolidated balance sheets.

As of December 31, 2022 and September 30, 2023, RUB 5,463 and RUB 6,501 ($66.7), respectively, of unrecognized tax benefits, if recognized, would affect the effective tax rate. The Group does not anticipate significant increases or decreases in unrecognized income tax benefits over the next twelve months.

10.CONTENT ASSETS

Content assets as of December 31, 2022 and September 30, 2023 consisted of the following:

December 31,
2022

    

September 30,
2023

    

September 30,
2023

    

RUB

RUB

$

Licensed content, net

Licensed content, net

7,503

8,783

90.2

Advances for licensed content

1,723

2,770

28.4

Produced content, net

 

Released, less amortization

2,427

3,666

37.6

Completed and not released

757

295

3.0

In production and in development

 

4,434

6,455

66.3

Сontent assets

 

16,844

21,969

225.5

The following table represents the amortization of content assets:

Three months ended September 30,

Nine months ended September 30,

    

2022

2023

2023

2022

2023

2023

RUB

RUB

$

RUB

RUB

$

Licensed content

1,774

1,453

14.9

6,028

4,773

49.0

Produced content

 

277

354

3.6

649

1,574

16.2

Total amortization of content assets

 

2,051

1,807

18.5

6,677

6,347

 

65.2

During the nine months ended September 30, 2023 the Group has entered into purchase commitments for streaming content with future payments, excluding value added tax, amounting to RUB 495 ($5.1) in 2023, RUB 1,997 ($20.5) in 2024, RUB 181 ($1.9) in 2025.

11.COMMITMENTS AND CONTINGENCIES

Legal Proceedings

In the ordinary course of business, the Group is a party to various legal proceedings and subject to claims, certain of which relate to the alleged breach of certain contractual arrangements. The Group intends to vigorously defend any lawsuit and believes that the ultimate outcome of any pending litigation, other legal proceedings or other matters will not have any material adverse effect on the financial condition, results of operations or liquidity of the Group.

F-19


YANDEX N.V.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In millions of Russian rubles and U.S. dollars, except share and per share data)

As of December 31, 2022 and September 30, 2023, the Group recorded long-term liabilities of RUB 401 and RUB 1,501 ($15.4) respectively, in other accrued liabilities line, and short-term liabilities of RUB 325 and RUB 735 ($7.5) respectively, in accounts payable, accrued and other liabilities line of the unaudited condensed consolidated balance sheets for all pending legal matters that were probable and reasonably estimable.

As of December 31, 2022 and September 30, 2023, the Group was subject to various legal and regulatory matters that have arisen in the normal course of business. Related claims amounted to RUB 813 and RUB 356 ($3.7), respectively. The Group has not recognized a liability in respect of those claims because management does not believe that the Group will incur a probable material loss by reason of any of those matters.

Current Environment and Economic Situation

The Group has principal operations in Russia, and smaller, early-stage businesses that operate internationally. Current geopolitical tensions and their impact on the Russian and global economy have created an exceptionally challenging environment for the Group’s business, team and shareholders.

These developments have adversely impacted (and may in the future materially adversely impact) the macroeconomic climate in Russia, resulting in volatility of the ruble, currency controls, materially increased interest rates and inflation and a potential contraction in consumer spending, as well as the withdrawal of foreign businesses and suppliers from the Russian market. In addition, some of the laws or regulations that are recently adopted or may be adopted in the future, may adversely affect the Group’s non-Russian shareholders and the value of the shares they hold in the Group. For additional details on the Group’s risk exposure, see the Annual Report on Form 20-F for the year ended December 31, 2022.

Taxes are subject to review and investigation by a number of authorities authorized by law to impose fines and penalties. Although the Group believes it has provided adequately for all tax liabilities based on its understanding of the tax legislation, the above factors may create tax risks for the Group. As of September 30, 2023, except for the unrecognized tax benefits described in Note 9, the Group accrued RUB 13,600 ($139.6) (RUB 10,913 as of December 31, 2022) for contingencies related to non-income taxes and fees, including penalties and interest of RUB 4,009 ($41.2) and RUB 2,439 as of September 30, 2023 and December 31, 2022, respectively, as a component of other accrued liabilities in the unaudited condensed consolidated balance sheets. Additionally, the Group has identified possible contingencies related to non-income taxes and fees, which were not accrued. Such contingencies could materialize and require the Group to pay additional amounts of tax. As of September 30, 2023, the Group estimated such contingencies related to non-income taxes and fees, including penalties and interest, to be up to approximately RUB 49,937 ($512.6) (RUB 25,232 as of December 31, 2022).

12.DEBT

Debt as of December 31, 2022 and September 30, 2023 consisted of the following:

    

December 31,
2022

    

As of September 30, 2023

    

As of September 30, 2023

RUB

RUB

$

Loans

50,669

90,735

931.4

Convertible debt

 

522

668

 

6.9

Liabilities under the reverse factoring program

17,954

184.3

Total debt

51,191

109,357

1,122.6

Less: current portion

(21,306)

(82,654)

(848.5)

Total debt, non-current portion

 

29,885

26,703

 

274.1

Loans

In 2022, the Group funded the cash component of the repurchase of the Company’s convertible notes primarily by means of a RUB-denominated commercial loan in the amount of RUB 49,885 maturing in June 2025. In June 2023, the Group partially repaid the loan in the amount of RUB 20,000.

In 2023, the Group also signed several loan agreements maturing in 2023-2028.

F-20


YANDEX N.V.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In millions of Russian rubles and U.S. dollars, except share and per share data)

13.SHARE-BASED COMPENSATION

The Company has granted Share-Based Awards to employees of the Group pursuant to its 2016 Equity Incentive Plan (the “2016 Plan”).

Share-Based Compensation Expense

The following table summarizes information about recognized share-based compensation expenses:

Three months ended September 30,

Nine months ended September 30,

2022

2023

2023

2022

2023

2023

RUB

RUB

$

RUB

RUB

$

Restricted Share Units (“RSUs”)

4,724

4,963

50.9

13,991

14,242

146.2

Synthetic Options and Business Unit Equity Awards

1,884

663

6.8

4,299

2,240

23.0

RSUs in respect of the Self-Driving Group

73

120

1.2

281

315

3.2

Share options

59

94

1.0

333

248

2.5

Performance Share Units (“PSUs”)

(277)

14

0.1

319

37

0.4

Other

38

0.5

109

1.2

Total sharebased compensation expenses

6,463

5,892

60.5

19,223

17,191

176.5

Yandex N.V. Equity Incentive Plan

The following table summarizes information about non-vested share awards:

Options

RSUs

PSUs

Weighted

Weighted

Weighted

Average

Average

Average

Quantity

Grant Date

Quantity

Grant Date

Quantity

Grant Date

    

Fair Value

    

    

Fair Value

    

Fair Value

Non-vested as of December 31, 2022

723,923

$

21.94

5,725,549

$

54.47

171,979

$

97.51

Vested

(97,500)

27.05

(49,540)

40.31

Forfeited

(196,107)

56.16

Cancelled

(2,759,950)

51.40

Non-vested as of September 30, 2023

626,423

$

21.15

2,719,952

$

57.72

171,979

$

97.51

In January 2023, the Company modified the terms of Yandex N.V. RSU awards and extended the program into 2023 to provide an opportunity for all holders of RSUs to exchange the portion of outstanding awards that would otherwise have vested in 2023 for cash bonuses. Equity awards in respect of an aggregate of approximately 2.7 million RSUs were exchanged. The replacement cash payments were payable in accordance with the original 2023 vesting schedules in respect of the exchanged RSUs. The exchange was accounted for as a modification of equity awards, resulting in additional share-based compensation expense of RUB 6,484 excluding tax effect, of which RUB 5,573 ($57.2) is recognized in the unaudited condensed consolidated statements of operations for the nine months ended September 30, 2023. The accrued liability associated with the replacement cash payment in the amount of RUB 1,942 ($19.9) is included in accounts payable, accrued and other liabilities in the unaudited condensed consolidated balance sheet as of September 30, 2023.

As of September 30, 2023, there was RUB 16,522 ($169.6) of unamortized share-based compensation expense related to unvested share options, RSUs and PSUs which is expected to be recognized over a weighted average period of 2.07 years.

Synthetic Options and Business Unit Equity Awards

The Company granted share-based awards to the employees of several business units, comprised of a synthetic option awards in respect of the relevant business unit (“Synthetic Options” and “Business Unit Equity Awards”) and a linked RSU award. Synthetic Options and Business Unit Equity Awards entitle the participants to receive phantom or synthetic “shares” in the relevant business unit, which represent the participant’s right to an amount (the “Payout Amount”) based on the appreciation in value of the synthetic “shares” from the grant date to the vesting or exercise date. Such Payout Amounts are satisfied by the vesting of the linked RSU award, which are ultimately settled in the Company’s Class A shares. Generally, 25% of the Synthetic Options and Business Unit Equity Awards vest after one year, with the remaining vesting in equal amounts on the last day of each quarter over the following three years.

F-21


YANDEX N.V.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In millions of Russian rubles and U.S. dollars, except share and per share data)

The following table summarizes information about non-vested share awards:

Synthetic Options and Business Unit Equity Awards

Weighted

Average

Quantity

Grant Date

Fair Value

Non-vested as of December 31, 2022

1,991,383

RUB

3,405.1

Granted

1,923,112

1,167.5

Vested

(471,777)

2,817.9

Forfeited

(136,762)

5,649.2

Cancelled

(157,827)

4,902.7

Non-vested as of September 30, 2023

3,148,129

RUB

1,953.7

As of September 30, 2023, there was RUB 5,827 ($59.8) of unamortized share-based compensation expense related to unvested Synthetic Options and Business Unit Equity Awards which is expected to be recognized over a weighted average period of 2.90 years.

Self-Driving Group 2021 Equity Incentive Plan

Yandex Self-Driving Group B.V., a subsidiary of the Group (“SDG”), adopted the SDG 2021 Equity Incentive Plan (the “SDG Plan”) on February 11, 2021. Under the SDG Plan, SDG may grant equity-based awards, including restricted share unit awards, in respect of SDG. RSUs awarded under the SDG Plan entitle the holder to receive a fixed number of depositary receipts (“DRs”) representing Class A shares in SDG at no cost upon the satisfaction of certain time-based vesting criteria. On February 11, 2021, the Supervisory Board of SDG approved the grant of an aggregate of 2,132,749 SDG RSUs, representing a total of approximately 6.3% of the equity of Self-Driving Group on a fully diluted basis. Generally, SDG RSUs vest over a six-year period, 17% after one year, with the remaining vesting in equal amounts on the last day of each quarter over the following five years.

The following table summarizes information about non-vested share awards:

SDG RSUs

Quantity

Non-vested as of December 31, 2022

619,623

Vested

(262,942)

Non-vested as of September 30, 2023

356,681

As of September 30, 2023, the unamortized share-based compensation expense related to SDG B.V. RSUs is expected to be recognized over a weighted average period of 1.56 years.

14.SEGMENT INFORMATION

The Group’s chief operating decision maker (“CODM”) is the management committee. The Group determined its operating segments based on how the CODM manages the business, allocate resources, makes operating decisions and evaluates operating performance. The Group determined the following operating and reportable segments: Search and Portal, E-commerce, Mobility and Delivery, Plus and Entertainment Services and Classifieds. The results of the Group’s remaining operating segments, including self-driving vehicles business (“Yandex SDG”), Zen (until it was divested from the Group on September 12, 2022), Yandex Cloud, Yandex Education, Devices and Alice, FinTech and number of other experiments, that do not meet quantitative or qualitative thresholds for disclosure, as well as unallocated corporate expenses, are combined into a final category defined as Other Business Units and Initiatives which is shown separately from the reportable segments and reconciling items.

In 2023, the Group introduced the following changes to its segments compared to those presented within the notes to the consolidated financial statements for the year ended December 31, 2022, in order to better reflect the operational structure of the businesses:

the Group renamed the Devices business within Other Business Units and Initiatives segment to Devices and Alice;
the Group transferred the following services from the Search and Portal segment to the Other Business Units

F-22


YANDEX N.V.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In millions of Russian rubles and U.S. dollars, except share and per share data)

and Initiatives segment: Yandex 360 to Yandex Cloud, Alice voice assistance to Devices and Alice, and Yandex Pay and Yandex ID to FinTech; and
the Group transferred RouteQ from the Other Business Units and Initiatives segment to Delivery services within the E-Commerce, Mobility and Delivery segment.

These changes have been applied retroactively to all periods presented.

Reportable segments derive revenues from the following services:

the Search and Portal segment includes Search, Geo, Weather and a number of other services offered in Russia, Belarus and Kazakhstan;
the E-commerce, Mobility and Delivery segment includes transactional online-to-offline (O2O) businesses, which consist of (i) the mobility businesses, including ride-hailing in Russia and other countries across CIS and EMEA, Yandex Drive, the car-sharing business, and scooters; (ii) the E-commerce businesses in Russia and CIS, including Yandex Market, a multi-category e-commerce marketplace, Yandex Lavka Russia, a hyperlocal convenience store delivery service, and the grocery delivery services of Yandex Eats and Market Delivery (the service was earlier known as Delivery Club); and (iii) other O2O businesses, including Yandex Delivery, a last- and middle-mile logistics solution for individuals, enterprises and SMB (small and medium businesses); Yandex Eats and Market Delivery, a ready-to-eat delivery services from restaurants; Lavka Israel, a hyperlocal convenience store delivery service; and Yandex Fuel, a contactless payment service at gas stations, and several smaller experiments;
the Plus and Entertainment Services segment includes subscription service Yandex Plus, Yandex Music, Kinopoisk, Yandex Afisha, Bookmate and our production center Yandex Studio; and
the Classifieds segment includes Auto.ru, Yandex Realty, Yandex Rent and Yandex Travel.

Operating segments of the Group may integrate products managed by other operating segments into their services, for which they pay royalties or other types of compensation. Such compensation represents intersegment transactions, which are included in revenues of the reportable segments presented below. The Group considers it to be impracticable to separately present revenues from external customers and intersegment transactions for each reportable segment as such information is not readily available and is not presented to the CODM.

The measures of the segments’ profits and losses that are used by the CODM to assess segment performance and decide how to allocate resources are presented below. Each segment’s assets and capital expenditures are not reviewed by the CODM.

F-23


YANDEX N.V.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In millions of Russian rubles and U.S. dollars, except share and per share data)

    

Three months ended September 30,

Nine months ended September 30,

2022

    

2023

    

2023

    

2022

    

2023

    

2023

RUB

RUB

$

RUB

RUB

$

Search and Portal:

Revenues

 

61,151

90,442

928.4

156,163

236,403

2,426.8

Adjusted EBITDA

 

34,635

47,021

482.7

83,637

122,745

1,260.0

E-commerce, Mobility and Delivery:

Revenues

 

63,448

107,240

1,100.9

175,372

290,665

2,983.8

Adjusted EBITDA

(2,668)

(4,483)

(46.0)

(9,102)

(21,402)

(219.7)

Plus and Entertainment:

 

Revenues

 

7,817

17,402

178.6

19,798

46,261

474.9

Adjusted EBITDA

(1,498)

1,040

10.7

(7,264)

2,614

26.8

Classifieds:

 

Revenues

3,371

7,125

73.1

8,350

17,136

175.9

Adjusted EBITDA

237

235

2.4

903

72

0.7

Other Business Units and Initiatives:

Revenues

11,203

18,805

193.0

29,877

47,882

491.5

Adjusted EBITDA

(10,786)

(17,684)

(181.5)

(21,437)

(41,042)

(421.3)

Total segment revenues:

146,990

241,014

2,474.0

389,560

638,347

6,552.9

Total segment adjusted EBITDA:

19,920

26,129

268.3

46,737

62,987

646.5

Eliminations:

Revenues

(13,827)

(36,245)

(372.0)

(32,639)

(87,808)

(901.4)

Adjusted EBITDA

83

399

4.0

231

1,081

11.2

Total:

Revenues from external customers

133,163

204,769

2,102.0

356,921

550,539

5,651.5

Adjusted EBITDA

20,003

26,528

272.3

46,968

64,068

657.7

The reconciliation between adjusted EBITDA and net income before income taxes for the three and nine months ended September 30, 2022 and 2023 is as follows:

Three months ended September 30,

Nine months ended September 30,

2022

2023

2023

2022

2023

2023

    

RUB

    

RUB

    

$

RUB

    

RUB

    

$

Adjusted EBITDA

20,003

26,528

272.3

46,968

64,068

657.7

Less: depreciation and amortization

(7,468)

(11,240)

(115.4)

(22,648)

(28,863)

(296.3)

Less: certain share‑based compensation expense

(1,738)

(3,111)

(31.9)

(14,498)

(8,154)

(83.7)

Less: one-off restructuring and other expenses

(93)

(1.0)

(304)

(3.1)

Less: reversal of compensation expense related to contingent consideration

27

Add: gain on restructuring of convertible debt

9,305

Add: effect of the News and Zen deconsolidation

38,051

38,051

Add: interest income

1,127

1,289

13.2

3,526

3,612

37.1

Less: interest expense

(779)

(3,781)

(38.8)

(2,508)

(6,927)

(71.1)

Less: loss from equity method investments

(890)

(1,416)

(14.5)

(1,341)

(1,657)

(17.0)

Add: other income/(loss), net

4,053

7,209

74.0

(514)

22,086

226.6

Less: impairment of goodwill and other intangible assets

(2,740)

(1,199)

(12.3)

Net income before income taxes

 

52,359

15,385

157.9

53,628

42,662

437.9

1

F-24